Branding and Web Design Contract

This Contract is between Steve and Philippa Wisseh (“The Client”) and Olivia Desrochers
(“The Designer”).
The Contract is dated [date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Designer to do the following: The Designer will prepare
and deliver a brand style guide for the Client's organization, which includes a primary
logo, secondary logo, brand mark, color palette, and typography options in the
appropriate digital formats. The Designer will also prepare a fully functional website for
the Client using Squarespace on the basis of the brand style guide. Additionally, the
Designer will create a business card for the Client's organization and deliver in the
appropriate digital formats as well as in print form in the quantity specified by The Client.
1.2 Schedule. The Designer will begin work on June 26, 2020 and will continue until the
work is completed. This Contract can be ended by either Client or Designer at any time,
pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the Designer a flat fee of $1,175 (USD). Of this, the Client
will pay the Designer $600 before work begins via check. This flat fee consists of the
following services:
I. Brand Design (primary logo, secondary logo, brand mark, color palette, and
typography as well as use guide) and Delivery in appropriate file formats (PDF,
PNG, .ai) - $350
II. Web Design (a fully functional website using Squarespace) - $750
III. Business Card Design and Delivery in both print (Vistaprint) and digital (PNG, .ai)
formats - $75
1.4 Expenses. The Client will reimburse The Designer for all expenses agreed upon by both
parties incurred throughout the project, including Domain fee, Squarespace
subscription fees, Vista Print fees, and typography or photography purchased for use on
website as well as any other expenses incurred and agreed upon by both The Client and
The Designer. The Designer will itemize expenses at the end of the project and invoice
the Client for reimbursement accordingly.
1.5 Invoices. The Designer will invoice the Client at the end of the project. The Client agrees
to pay the amount owed within 15 days of receiving the invoice. Payment after that date
will incur a late fee of 5.0% per month on the outstanding amount.
1.6 Support. The Designer will provide two weeks of complementary tech support and edits
after delivery of brand materials, website, and business cards. After two weeks, The
Client may request additional support and pay The Designer either an hourly fee or a flat
rate for specific services agreed upon by both The Designer and The Client.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product.

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 As part of this job, the Designer is creating “work product” for the Client. To avoid
confusion, work product is the finished product, as well as drafts, notes, materials,
mockups, hardware, designs, inventions, patents, code, and anything else that the
Designer works on—that is, conceives, creates, designs, develops, invents, works on, or
reduces to practice—as part of this project, whether before the date of this Contract or
after. The Designer hereby gives the Client this work product once the Client pays for it
in full. This means the Designer is giving the Client all of its rights, titles, and interests in
and to the work product (including intellectual property rights), and the Client will be the
sole owner of it. The Client can use the work product however it wants or it can decide
not to use the work product at all. The Client, for example, can modify, destroy, or sell it,
as it sees fit.
2.2 Designer’s Use Of Work Product.
Once the Designer gives the work product to the Client, the Designer does not have any
rights to it, except those that the Client explicitly gives the Designer here. The Client
gives the Designer permission to use the work product as part of the Designer's
portfolio and websites, in galleries, and in other media, so long as it is to showcase the
Designer's work and not for any other purpose. The Designer is not allowed to sell or
otherwise use the work product to make money or for any other commercial use. The
Client is not allowed to take back this license, even after the Contract ends.
2.3 Designer’s Help Securing Ownership.
In the future, the Client may need the Designer’s help to show that the Client owns the
work product or to complete the transfer. The Designer agrees to help with that. For
example, the Designer may have to sign a patent application. The Client will pay any
required expenses for this. If the Client can’t find the Designer, the Designer agrees that
the Client can act on the Designer’s behalf to accomplish the same thing. The following
language gives the Client that right: if the Client can’t find the Designer after spending
reasonable effort trying to do so, the Designer hereby irrevocably designates and
appoints the Client as the Designer’s agent and attorney-in-fact, which appointment is
coupled with an interest, to act for the Designer and on the Designer’s behalf to execute,
verify, and file the required documents and to take any other legal action to accomplish
the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Designer’s IP That Is Not Work Product. 

During the course of this project, the Designer might use intellectual property that the
Designer owns or has licensed from a third party, but that does not qualify as “work
product.” This is called “background IP.” Possible examples of background IP are pre-
existing code, type fonts, properly-licensed stock photos, and web application tools. The
Designer is not giving the Client this background IP. But, as part of the Contract, the
Designer is giving the Client a right to use and license (with the right to sublicense) the
background IP to develop, market, sell, and support the Client’s products and services.
The Client may use this background IP worldwide and free of charge, but it cannot
transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)).
The Client cannot sell or license the background IP separately from its products or

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 services. The Designer cannot take back this grant, and this grant does not end when the
Contract is over.
2.5 Designer’s Right To Use Client IP. The Designer may need to use the Client’s intellectual
property to do its job. For example, if the Client is hiring the Designer to build a website,
the Designer may have to use the Client’s logo. The Client agrees to let the Designer use
the Client’s intellectual property and other intellectual property that the Client controls
to the extent reasonably necessary to do the Designer’s job. Beyond that, the Client is
not giving the Designer any intellectual property rights, unless specifically stated
otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS.
The Designer won’t work for a competitor of the Client until this Contract ends. To avoid
confusion, a competitor is any third party that develops, manufactures, promotes, sells,
licenses, distributes, or provides products or services that are substantially similar to the
Client’s products or services. A competitor is also a third party that plans to do any of
those things. The one exception to this restriction is if the Designer asks for permission
beforehand and the Client agrees to it in writing. If the Designer uses employees or
subcontractors, the Designer must make sure they follow the obligations in this
paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Designer won’t: (a) encourage Client
employees or service providers to stop working for the Client; (b) encourage Client
customers or clients to stop doing business with the Client; or (c) hire anyone who
worked for the Client over the 12-month period before the Contract ended. The one
exception is if the Designer puts out a general ad and someone who happened to work
for the Client responds. In that case, the Designer may hire that candidate. The Designer
promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter
into this Contract and to perform all of its obligations under this Contract.
5.3 Designer Has Right To Give Client Work Product.
The Designer promises that it owns the work product, that the Designer is able to give
the work product to the Client, and that no other party will claim that it owns the work
product. If the Designer uses employees or subcontractors, the Designer also promises
that these employees and subcontractors have signed contracts with the Designer
giving the Designer any rights that the employees or subcontractors have related to the
Designer’s background IP and work product.
5.4 Designer Will Comply With Laws.
The Designer promises that the manner it does this job, its work product, and any
background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe.

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 The Designer promises that its work product does not and will not infringe on someone
else’s intellectual property rights, that the Designer has the right to let the Client use the
background IP, and that this Contract does not and will not violate any contract that the
Designer has entered into or will enter into with someone else.
5.6 Client Will Review Work.
The Client promises to review the work product, to be reasonably available to the
Designer if the Designer has questions regarding this project, and to provide timely
feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe.
If the Client provides the Designer with material to incorporate into the work product,
the Client promises that this material does not infringe on someone else’s intellectual
property rights.

6. TERM AND TERMINATION.

This Contract is ongoing until the work is completed. Either party may end this Contract
for any reason by sending an email or letter to the other party, informing the recipient
that the sender is ending the Contract and that the Contract will end in 7 days. The
Contract officially ends once that time has passed. The party that is ending the Contract
must provide notice by taking the steps explained in Section 11.4. The Designer must
immediately stop working as soon as it receives this notice, unless the notice says
otherwise. The Client will pay the Designer for the work done up until when the Contract
ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses.
The following sections don’t end even after the Contract ends: 2 (Ownership and
Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8
(Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the Designer as an independent

contractor. The following statements accurately reflect their relationship:
- The Designer will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the
Designer is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Designer with any training.

- The Client and the Designer do not have a partnership or employer-employee

relationship.

- The Designer cannot enter into contracts, make promises, or act on behalf of the Client.

- The Designer is not entitled to the Client’s benefits (e.g., group insurance, retirement
benefits, retirement plans, vacation days).

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 - The Designer is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for
disability insurance, unemployment insurance, or workers compensation for the
Designer or any of the Designer’s employees or subcontractors.

8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the Designer
must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information.
While working for the Client, the Designer may come across, or be given, Client
information that is confidential. This is information like customer lists, business strategies,
research & development notes, statistics about a website, and other information that is
private. The Designer promises to treat this information as if it is the Designer’s own
confidential information. The Designer may use this information to do its job under this
Contract, but not for anything else. For example, if the Client lets the Designer use a
customer list to send out a newsletter, the Designer cannot use those email addresses
for any other purpose. The one exception to this is if the Client gives the Designer
written permission to use the information for another purpose, the Designer may use the
information for that purpose, as well. When this Contract ends, the Designer must give
back or destroy all confidential information, and confirm that it has done so. The
Designer promises that it will not share confidential information with a third party, unless
the Client gives the Designer written permission first. The Designer must continue to
follow these obligations, even after the Contract ends. The Designer’s responsibilities
only stop if the Designer can show any of the following: (i) that the information was
already public when the Designer came across it; (ii) the information became public after
the Designer came across it, but not because of anything the Designer did or didn’t do;
(iii) the Designer already knew the information when the Designer came across it and the
Designer didn’t have any obligation to keep it secret; (iv) a third party provided the
Designer with the information without requiring that the Designer keep it a secret; or (v)
the Designer created the information on its own, without using anything belonging to
the Client.
8.3 Third-Party Confidential Information.
It’s possible the Client and the Designer each have access to confidential information
that belongs to third parties. The Client and the Designer each promise that it will not
share with the other party confidential information that belongs to third parties, unless it
is allowed to do so. If the Client or the Designer is allowed to share confidential
information with the other party and does so, the sharing party promises to tell the other
party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the
breaching party could not reasonably have foreseen when it entered this Contract.

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10. INDEMNITY.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or
goes after the Client or the Designer or both. For example, if the Client gets sued for
something that the Designer did, then the Designer may promise to come to the Client’s
defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Designer agrees to indemnify the Client (and its
affiliates and its and their directors, officers, employees, and agents) from and against all
liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related
to a third-party claim or proceeding arising out of: (i) the work the Designer has done
under this Contract; (ii) a breach by the Designer of its obligations under this Contract;
or (iii) a breach by the Designer of the promises it is making in Section 5
(Representations).
10.3 Designer Indemnity. In this Contract, the Client agrees to indemnify the Designer (and
its affiliates and its and their directors, officers, employees, and agents) from and against
liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related
to a third-party claim or proceeding arising out of a breach by the Client of its
obligations under this Contract.

11. GENERAL.
11.1 Assignment. This Contract applies only to the Client and the Designer. The Designer
cannot assign its rights or delegate its obligations under this Contract to a third-party
(other than by will or intestate), without first receiving the Client’s written permission. In
contrast, the Client may assign its rights and delegate its obligations under this Contract
without the Designer’s permission. This is necessary in case, for example, another Client
buys out the Client or if the Client decides to sell the work product that results from this
Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any
dispute arising under this Contract, a party may demand that the dispute be resolved by
arbitration administered by the American Arbitration Association in accordance with its
commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Designer
must agree to that change in writing and sign a document showing their contract.
Neither party can waive its rights under this Contract or release the other party from its
obligations under this Contract, unless the waiving party acknowledges it is doing so in
writing and signs a document that says so.
11.4 Notices.
(a) Over the course of this Contract, one party may need to send a notice to the other party.
For the notice to be valid, it must be in writing and delivered in one of the following
ways: personal delivery, email, or certified or registered mail (postage prepaid, return
receipt requested). The notice must be delivered to the party’s address listed at the end

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 of this Contract or to another address that the party has provided in writing as an
appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid
notice is considered received as follows: (i) if delivered personally, it is considered
received immediately; (ii) if delivered by email, it is considered received upon
acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage
prepaid, return receipt requested), it is considered received upon receipt as indicated
by the date on the signed receipt. If a party refuses to accept notice or if notice cannot
be delivered because of a change in address for which no notice was given, then it is
considered received when the notice is rejected or unable to be delivered. If the notice
is received after 5:00pm on a business day at the location specified in the address for
that party, or on a day that is not a business day, then the notice is considered received
at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found
to be unenforceable. If that’s the case, the unenforceable portion will be changed to the
minimum extent necessary to make it enforceable, unless that change is not permitted
by law, in which case the portion will be disregarded. If any portion of the Contract is
changed or disregarded because it is unenforceable, the rest of the Contract is still
enforceable.
11.6 Signatures. The Client and the Designer must sign this document. These electronic
signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of Massachusetts govern the rights and
obligations of the Client and the Designer under this Contract, without regard to conflict
of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding
of this job and the subject matter discussed in this Contract. This Contract supersedes all
other contracts (both written and oral) between the parties.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES

BELOW.

7/2/2020
_____________________________ _____________________________
Olivia B. Desrochers Steve Wisseh (Client)
(Designer)
_____________________________
Philippa Wisseh (Client)

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